Form 8-K NORTHERN TRUST CORP Due: May 10

SECTION 11. Tax disclosure. Notwithstanding any other provision of this Agreement, upon commencement of discussions regarding the transactions contemplated herein, the Company (and each employee, representative or other agent of the Company) may disclose to any person, without limitation of any kind, the tax treatment and tax structure of transactions contemplated by this Agreement and all documents of any kind (including opinions or other tax analyses) that are provided to the Company regarding such tax treatment and tax structure. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal tax treatment of the transactions contemplated herein, and the term “tax structure” includes any fact that may be relevant to understanding the alleged federal tax treatment or claimed. processing of transactions contemplated herein.

SECTION 12. Notice. All notices and other communications hereunder must be in writing and shall be deemed to have been duly given if sent by post or transmitted by any standard form of telecommunication. Notices to underwriters should be addressed to representatives of Wells Fargo Securities, LLC, 550 South Tryon Street, Charlotte, North Carolina 28202, Attn: Transaction Management, Fax: (704) 410-0326; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Fax: (646) 834-8133; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attn: Registration Department; Loop Capital Markets LLC, 111 W. Jackson Boulevard, Suite 1901, Chicago, Illinois 60604, Attention: Legal Department, Telephone: (312) 913-4900; and Siebert Williams Shank & Co., LLC, 100 Wall Street, 18th Floor, New York, New York 10005, Attention: DiAnne Calabrisotto; and notices to the Company should be addressed to it at 50 South LaSalle Street, Chicago, Illinois 60603, Attention: Treasurer and Attention: General Counsel, with copy to Mayer Brown LLP, 71 S. Wacker Drive, Chicago, Illinois 60606, Attention: David A. Schuette.

SECTION 13. No advisory or fiduciary relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities under this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is a arm length commercial transaction between the Company, on the one hand, and the various Subscribers, on the other hand, (b) in the context of the offer envisaged by the present and the process leading to this transaction, each Subscriber acts and has acted only as principal and is not the agent or trustee of the Company, or its shareholders, creditors, employees or any other party, (c) no Subscriber has assumed or will assume any liability to advise or fiduciary in favor of the Company with respect to the offering contemplated herein or the process leading thereto (regardless of whether such subscriber has advised or is currently advising the Company on other matters) and no subscriber has of obligation to the Company with respect to the offering contemplated hereby, except for the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a wide event. entail of transactions involving interests different from those of the Company, and (e) the Subscribers have not provided any legal, accounting, regulatory or tax advice concerning the offer contemplated hereby and the Company has consulted its own legal advisers, accountants , regulatory and fiscal to the extent deemed appropriate. The Company agrees not to claim that the Underwriters, or any of them, have rendered advisory services of any kind or respect, or have any fiduciary or similar duty towards the Company, in the part of this transaction or the process leading to it.

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